GuerdonNews® Volume 10 Number 8

September 2014

Dear [FIRSTNAME],

Welcome to GuerdonNews®

Spring has sprung! In this September 2014 issue we:

• Summarise the changes to ISS proxy voting guidelines
• Compare executive LTI accounting expenses to the value realised by these executives
• Review the Governance Institute’s timely guide on who should vote on remuneration matters

We conclude with the latest on executive and director remuneration disclosure updates available on the GuerdonData® on-line database.

ISS’ new proxy voting recommendations guidelines

Released for this season's AGMs

ISS released its new proxy voting guidelines on 31 July 2014.

They are effective for meetings on or after 1 October 2014. This means that board directors have not been able to know exactly how proposed shareholder resolutions will be assessed before making their decisions on matters subject to shareholder approval.

For various reasons, the timing of new guidelines is not likely to change. So the best directors can do is be aware of the guideline changes in order to determine if any last minute engagement processes are required. Fortunately ISS is open to engagement.

Institutional investors and company directors had the opportunity to review and discuss the changes with ISS at the joint Guerdon Associates-ISS Symposium on 20 August. But if you missed this, you can read a summary of the new guidelines by clicking "more info" below.

How fair are fair values?

A comparison of accounting expense to realised values for LTI grants that vest based on relative TSR

LTI grants that vest based on relative TSR (a market condition) are expensed based on the amortised accounting fair value of the instrument. This value is generally estimated for accounting purposes, and the expense cannot be adjusted in the event of forfeiture.

Here we investigate the extent to which the fair value used to determine the share-based expense aligns with the value that executives actually receive.

A timely reminder on voting exclusions for remuneration-related resolutions

Not all shareholders can vote on remuneration resolutions.

The revision of the Governance Institute guidelines on voting exclusions on remuneration-related resolutions at AGMs in August 2014 is a reminder to companies of the great care that is required to ensure that all votes on such resolutions are validly cast.

Latest GuerdonData® Updates

Updates to GuerdonData® include disclosures from the following 110 companies:

Ardent Leisure Ltd, Acrux Ltd, Ainsworth Game Technology Ltd, AGL Energy Ltd, Atlas Iron Ltd, Asciano Ltd, Ansell Ltd, Aveo Group Trust, APA Group, Aspen Group, Arrium Ltd, Ausdrill Ltd, ASX Ltd, AWE Ltd, Aurizon Holdings Ltd, BC Iron Ltd, Bega Cheese Ltd, Bradken Ltd, Beach Energy Ltd, Breville Group Ltd, Bluescope Steel Ltd, Brambles Industries Ltd, Credit Corp Group Ltd, Cardno Ltd, Collection House Ltd, Cromwell Property Group, Cooper Energy NL, Cochlear Ltd, Carsales.com Ltd, CSL Ltd, Corporate Travel Management Ltd, Cedar Woods Properties Ltd, Decmil Group Ltd, Drillsearch Energy Ltd, Domino's Pizza Enterprises Ltd, Downer EDI Ltd, Duet Group, Dexus Property Group, Emeco Holdings, Evolution Mining Ltd, Federation Centres, Flight Centre Travel Group Ltd, Fortescue Metals Group, Fairfax Media Ltd, FlexiGroup Ltd, Goodman Fielder, Goodman Group, GWA Group Ltd, Horizon Oil Ltd, Insurance Australia Group Ltd, IOOF Holdings Ltd, Infigen Energy, Independence Group NL, Imdex Ltd, Bentham IMF Ltd, ISelect Ltd, Jb Hi-Fi, Maverick Drilling & Exploration Ltd, Macmahon Holdings Ltd, Magellan Financial Group Ltd, Mirvac Group, Mineral Resources, Monadelphous Group Ltd, Mesoblast Ltd, M2 Group Ltd, Maxitrans Industries, Newcrest Mining Ltd, NRW Holdings Ltd, NEXTDC Ltd, Origin Energy Ltd, Pacific Brands Ltd, Paladin Energy Ltd, Perpetual Ltd, Perseus Mining Ltd, Primary Health Care Ltd, Platinum Asset Management Ltd, Qube Holdings Ltd, RCG Corporation Ltd, RCR Tomlinson Ltd, Retail Food Group Ltd, SAI Global Ltd, Saracen Mineral Holdings Ltd, St Barbara Ltd, Seek Ltd, Slater & Gordon Ltd, Sims Metal Management Ltd, Stockland, Skilled Group Ltd, Starpharma Holdings Ltd, Sirtex Medical Ltd, Super Retail Group Ltd, Suncorp Group Ltd, Seven Group Holdings Ltd, Seven West Media Ltd, Southern Cross Media Group Ltd, Senex Energy Ltd, Tassal Group Ltd, Telstra Corp Ltd, Toll Holdings Ltd, Tox Free Solutions Ltd, Transpacific Industries Group, Treasury Group, The Reject Shop Ltd, Tatts Group Ltd, UGL Ltd, Webjet Ltd, Whitehaven Coal Ltd, WorleyParsons Ltd, Western Areas Ltd and Wotif.com Holdings.

Executive and director remuneration data from all ASX 300 companies on GuerdonData® is available to any subscriber. Visit our website for more information on GuerdonData®.

Disclaimer

The information, analysis and opinion in this e-mail and attachments are intended to be for informational purposes only. Analyses are based on information taken from public documents or private surveys, and we do not represent to its accuracy. Guerdon Associates assumes no liability for the use or interpretation of information contained herein. This publication is provided 'as is' without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of marketability, fitness for a particular purpose, or non-infringement of third party rights.

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  Copyright © 2014 Guerdon Associates

ISSN 1834-8300

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